01/27/2026 | Press release | Distributed by Public on 01/27/2026 14:12
As filed with the Securities and Exchange Commission on January 27, 2026
1933 Act Registration No. 333-290928
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM N-14
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
☐ Pre-Effective Amendment No. ☒ Post-Effective Amendment No. 2
(Check appropriate box or boxes)
__________________
HC Capital Trust
(Exact Name of Registrant as Specified in Charter)
Five Tower Bridge, 300 Barr Harbor, 5th Floor
West Conshohocken, PA 19428-2970
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code:
610-828-7200
Copies of communications to:
|
Michael P. O'Hare, Partner Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103-7018 |
(With Copy To): Marguerite C. Bateman, Shareholder VedderPrice, P.C. 1401 New York Avenue, Suite 500 Washington, DC 20005 |
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective.
It is proposed that this filing will go effective immediately upon filing pursuant to Rule 485(b) under the Securities Act of 1933, as amended.
No filing fee is due because an indefinite number of shares has been deemed to be registered in reliance on Section 24(f) under the Investment Company Act of 1940, as amended.
PART C: OTHER INFORMATION
| Item 15. | Indemnification |
Reference is made to Article VII of the Trust's Amended and Restated and Declaration of Trust and to Article VI of the Trust's By-Laws, which are incorporated herein by reference. Pursuant to Rule 484 under the Securities Act of 1933 (the "Act"), as amended, the Trust furnishes the following undertaking:
Insofar as indemnification for liabilities arising under the Act may be permitted to trustees, officers and controlling persons of the Trust pursuant to the foregoing provisions, or otherwise, the Trust has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Trust of expenses incurred or paid by a trustee, officer or controlling person of the Trust in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Trust will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 16. Exhibits
| 1. | Charter |
| 2. | By-Laws |
| 3. | Voting Trust Agreement affecting more than 5% of any class of equity securities of Registrant: Not applicable. |
| 4. | Form of Plan of Reorganization attached as Exhibit A to the Prospectus/Proxy Statement and incorporated herein by reference. |
| 5. | Instruments defining right of security holders. (All relevant provisions included in Exhibit (1), as referenced above.) |
| 6. | Investment Advisory Contracts. |
| 7. | Distribution Agreement. |
| 8. | Bonus or Profit Sharing Contracts: Not applicable. |
| 9. | Custodian Agreement. |
| 10. | Rule 12b-1 Plans and Rule 18f-3 Plans: Not applicable. |
| 12. | Opinion of Counsel with respect to tax consequences: Filed herewith as Exhibit 12. |
| 13. | Other Material Contracts. |
| 15. | Omitted Financial Statements: Not applicable. |
| 16. | Powers of Attorney: Filed herewith as Exhibit No. 16. |
| 17. | Additional Exhibits. |
Item 17. Undertakings:
| (i) | The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Act [17 CFR 230.145c], the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
| (ii) | The undersigned Registrant agrees that every prospectus that is filed under paragraph 1 above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. |
Exhibit List
| (12) | Opinion of Counsel with respect to tax consequences. |
| (16) | Powers of Attorney. |
SIGNATURES
As required by the Securities Act of 1933, the Registrant certifies that it meets all of the requirements for effectiveness of this post-effective amendment to its Registration Statement on Form N-14 pursuant to Rule 485(b) under the Securities Act of 1933, as amended and has duly caused this Registration Statement to be signed on its behalf by the undersigned, in the City of West Conshohocken and Commonwealth of Pennsylvania, on the 27th day of January, 2026.
| HC Capital Trust | ||
| * | ||
| Geoffrey A. Trzepacz | ||
| President and Chief Executive Officer | ||
As required by the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on the 27th day of January, 2026.
| * | Trustee | January 27, 2026 | ||
| John M. Dyer | ||||
| * | Trustee | January 27, 2026 | ||
| Jarrett Burt Kling | ||||
| * | Trustee | January 27, 2026 | ||
| Geoffrey A. Trzepacz | ||||
| * | Trustee | January 27, 2026 | ||
| R. Richard Williams | ||||
| * | Trustee | January 27, 2026 | ||
| Richard W. Wortham, III |
| *By: | /s/ Colette Bergman | |
| Colette Bergman | ||
|
As Attorney-in-fact and Treasurer, Principal Financial Officer and Principal Accounting Officer |
January 27, 2026